FOXO Technologies amends Series D conversion price and Series E dividend frequency

FOXO TECHNOLOGIES INC.

Series D conversion price changed to the higher of $0.0001 or 90% of 5-day VWAP prior to conversion notice.
Series E dividends clarified as payable semi-annually, not quarterly, per amended certificate.
Amended and Restated Certificates of Designation filed with Delaware Secretary of State on October 29, 2025.
No other material changes to rights, privileges, or preferences of the preferred stock series.

item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FOXO TECHNOLOGIES INC.: 修改了Series D优先股的转换价格计算方式，并澄清Series E优先股股息为半年支付而非季度支付。 (effective 2025-10-29).

Change: charter amendment
Effective: 2025-10-29

Exact text from the filing

The Amended Designation for the Series D Preferred Stock: revises the conversion price to equal the higher of $0.0001 (such dollar amount not being subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Common Stock) or 90% of the average VWAP of the five trading days immediately prior to the date the Conversion Notice is tendered by the holder. The Amended Designation for the Series E Preferred Stock clarified that dividends are paid semi-annually, not quarterly.

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Source: SEC EDGAR

accession 0001493152-25-020766

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